The All New Ultimate SpiderMan
by Super Shadowsonic
Summary: The original Ultimate Spider-Man died. Now it is up to a new youth to take up the mantle of Spider-Man. The question is what he'll he do now that the title is his. Prepare for a new face behind the old mask and the new kind of hero he wants to be.
1. Chapter 1

_**The All New Ultimate Spider-Man**_

"_**The Boy Who Cried Spider,"**_

"What is a world without Spider-Man?" began a voice. "That was the question on everyone's mind after the death of Peter Parker, commonly known as Spider-Man. The famous hero turned out to be barley 16 years old at the time of his death. He died by the hands of a vicious enemy of his known as the Green Goblin, aka Norman Osborn. These two apparently had history of each other and the Goblin blames the lost of his family on Spider-Man, who he claimed he created. Spider-Man has been seen as a very controversial type of character. Some calling him a menace, the secret government organization known as S.H.E.I.L.D saw the wall crawler as a future threat, and still others some him as a true hero. It is official the this is truly the end of not only Peter Parker, but Spid-,"

"Could you stop watching that?" asked a voice somewhat annoyed. The video was paused for a moment as the person on the laptop turned to the person who spoke.

"What's with you?" the person with the computer responded.

"Besides the fact that everyone hates the title known as Spider-Man all over again," he responded glumly.

"No one hates Spider-Man," he responded sharply.

"Okay, everyone hates the NEW Spider-Man, aka, me," the boy sighed with self pity as he pulled something out of his backpack.

"Dude, no one hates you, it's just everyone thinks your being an insensitive jerk who is bringing serious dishonor to the Spider-Man name,"

"Thanks for clearing that up,"

"So, what are you doing?" the boy asked looking up from his computer to see his friend getting dressed in a black skin tight outfit.

"What does it look like?"

"You're confusing; first you said that everyone hates you, so why bother dressing up,"

"Still gotta break in the costume, and get rid of that _bad taste_ I left in everyone's mouth," the boy getting dressed said while looking at his friend sharply.

"I said I was sorry okay,"

"Yeah, after I got beat up," the boy was almost fully dressed in his skin tight outfit. It is a black spandex outfit that covered him head to toe. On his chest is a red spider web with a spider insignia on his chest, two crimson red stripes on his shoulder, and on the fingers of his costume are red with black stripes going around it. "You know the drill right Ganke?"

"Yeah, I'll cover for you," Ganke responded. "I don't know if I can keep this up forever,"

"You'll figure something out," the boy said as he slipped his mask on.

"Good luck Miles," Ganke said as he watched his friend open the window.

"Ganke, the mask is on,"

"Oh, I'm sorry, Spider-Man," Ganke said the boy's alias with a bit of glee. "I can't believe I'm best friends with Spider-Man!"

Under the mask Miles could only roll his eyes, "I'm out," he said as climbed out the window and sticking to the surface with ease. He closed the window behind him, and then began wall crawling up the side of his school. Today he was pretty exited because supposedly he was supposed to be getting the most essential thing of spidey gear, web shooters. He honestly was still pretty impressed with his leaping abilities, but if he were in a hurry then that just wouldn't cut it. It would certainly make getting from one place to another easier, especially if he's going to be getting into multiple fights. "And I have to reclaim the old spidey's turf,"

He was glad he was able to finally come to a decision on a new costume. He realized the mistake of taking that other spidey outfit, but did take a few things from it though. He must really thank Ganke for the effort of coming up with the material for his new costume and helping him construct it. It was tough, especially with their roommate, Judge, who would randomly pop in. It was easy to lie about the costume in it's early stages, but it got a bit more difficult later on.

Spider-Man blew off all those things now then began his trek towards his meeting place. Over the weeks of preparing his new costume he was stuck with the old one. He stomached it for a little while as he honed his skills in the ways of a spider. The now Black suited Spider-Man was ready to make his real day view. That bout with Kangaroo was merely a warm up, and he thought it was amazing he won the fight at all. With no training before hand, he took down a supposed professional. Blind luck, maybe, but hey he wasn't complaining.

He began going through his spider powers respectfully. He tested his wall crawling, reflexes, and his agility. Spider-Man began performing backhand springs as he performed a backward somersault as he clung to the side of a building with his fingers and feet. He couldn't help but have a wide grin underneath the mask. He had to admit, this part of the job was pretty awesome. Using his ability to control interatomic contraction to a wall, other what he calls them, his stick-em powers. Spider-Man glanced down to the streets below then continued climbing until he made it to the top. He simply pulled himself onto the leg and crouched down into a low squat. He glanced around for a moment, but saw no one.

"She better not have skipped out on me…" he groaned with his arms folded. Suddenly, a buzzing went off. "Spider-Sense…" he muttered as he dived to the side on instinct. He heard the sound of concrete cracking and turned around to see another person in a spider suit. "Geez, hello works just fine,"

"Well I thought I might bring back memories by doing that. At least this time you avoided a headache," the girl said in response. She in honesty wasn't too much older then Miles. This is Spider-Woman, apparently a person closely affiliated with the former Spider-Man. Miles had met her during his very second day of patrol, which he found quite unfair. He would've preferred getting jumped when he was a little more skilled, but thanks to Spider-Woman he got there just a little bit faster. He had been working with her to control his more basic abilities, but of course there were some differences between him and the other Spider-Man. He needed to let experience help him with that. After mastering the basics and proving himself to her, she promised to bestow upon him Web Shooters. She also planned to provide instructions on how to make the cohesive substance, again only if he proved himself up to the task. "I like the costume, not to new, but to old either,"

"Thanks, I thought so too. Now, web shooters please,"

"Alright, here ya go kid. Geez, like a kid getting his new toy," she said handing him two objects that went around the wrist. Holding them he could tell they were super light, so they wouldn't detour him in a fight. Miles began to strap them on hurriedly till Spider-Woman stopped him. "They go under sleeves. Besides that would clash with the costume, I thought you had a better sense of style then that," she said rubbing her head.

Miles had realized his mistake upon remembering the original Spider-Man's web shooters were hidden as well. Sighing, as he realized that he couldn't simply slip off his gloves he began taking off the top half of his costume stretching the neck. Spider-Woman gasped slightly surprised.

"Don't stare okay," he said as he removed the top half with his mask still on and quickly put on his new web shooters. He quickly pulled the rest of his costume on and began readjusting the web shooters. "Great, the holes I made in the wrist are in the perfect place. Alright, how do they work?"

"You have to hit the trigger with just the right amount of force to get it to-,"

"HAHAAAAAA!" her crash course fell on deaf ears as her head turned around to see the young Spider-Man swinging off. He was glad he was finally breaking fully into his alias. He couldn't be the web swinger, without being able to swing on webs. He understood why Spider-Woman was so tough on him about getting his agility up before he was given his web shooters. He needed serious balance and control in order to properly swing. It was only a moment until Spider-Woman caught up to him.

"Having fun?"

"Lots, now I can cover more ground,"

"Just be careful, I'm fresh out of cheat codes for unlimited webbing. You're gonna need to restock, and only way for that is if I give you the recipe,"

"Just a trial run huh," pushing down on his webline with his arms savoring the web line he's on. "Well, that should be enough to take care of those errands,"

"Errands?"

"The world has been without Spider-Man for a little longer then it should've. I gotta reclaim the old Spidery's turf,"

"What?"

"Yeah, on the side I've been watching Peter's old stomping ground, and it's starting to get a little out of control. I gotta reestablish things. These streets aren't going to friendly themselves,"

Spider-Man shot out a webline then swung off towards Queens. He figured he established a presence in Queens first, then start to branch out in his own home town of Brooklyn. If things go according to plan then with his web shooters it shouldn't be much a problem. He was a little thankful that Spider-Woman was with him, not quite comfortable for the training wheels to come off. Spider-Man catapulted himself into the air then slammed down on a rooftop in a low position, a signature Spider-Man pose. He glanced down at the streets, and suddenly his head buzzed. Without waiting for his other spider comrade he leaped off shooting out a webline. He performed a back flip then shot out two web lines from each wrist respectfully then yanked himself forward.

Spider-Man had noticed a man with a strange outfit and even stranger gear. He held his hands up and a powerful sonic blast rocketed out of the gauntlets he has. He seemed quite overjoyed for some reason, so Spidey made it his prerogative to take the wind out of his sails. Spidey went flying through the air with his feet leading as he slammed into the man's back also slamming into the side of a vehicle. He kicked off performing a flip and stuck himself to the side of a building.

"So, mr happy, what's got you in such an uproar?"

The man turned around and his face seemed to fall, "No…no, you can't be…your-,"

"I think you have me confused with someone else," Spider-Man pushed off the building and landed in a low Spider-Man position as he landed nimbly on the hood of a car. "But consider this a brand new relationship. So, who might you be since I will be taking over trouncing duties from here on out,"

The man frowned, "I'm known as the Shocker,"

"Hey…I think I've heard of you…aren't you that one guy that always has that funny looking picture in the paper after Spider-Man beats you silly. I feel it's my duty to continue the cycle,"

"Die!" the man yelled frantically shooting out sonic blast at Spider-Man who leaped above it. Spider-Man shot a webline at Shocker, but it missed his head.

"Aim isn't as good as his,"

"Or is it?" he questioned yanking his arm back. In response a trash can slammed into the back of his head. Shocker stumbled forward, and at that moment Spider-Man moved fast delivering a walloping uppercut into the man's jaw. Before the man flew off Spider-Man yanked him back with a webline then delivered another punch into the man's gut with an extra something with his spider-sting. "A shock from me to you," Shocker fell to the ground in a heap. "Tell your friends about me,"

Without another word Spider-Man shot out another webline then swung off. He was surprised with how easy that was. He guessed Shocker was simply a minor annoyance. He felt good and he was proud he was able to some good, and with less collateral damage. Spidey decided to assess his situation as he clung to a wall casually.

"So this kid is supposed to be the new Spider-Man?" questioned a person above him. Noticing someone question his alias he looked up and was thoroughly surprised to see Johnny Storm, otherwise known as the Human Torch. He seemed to carry a frown with his arms crossed. Spider-Woman stood next to him who simply shrugged when he looked at her.

"Uh, yeah, that's me," Spidey said as he climbed up to stand face to face with the Human Torch, or face to chest. Johnny seemed surprised.

"I guess the Spidey legacy just gets shorter and shorter," he commented.

"He is just a kid, younger then Peter even," Spider-Woman said.

"So, what's the verdict?"

"Well, considering I've fought both Peter and this kid here, I'd say there's a pretty big difference," Spider-Woman said scratching her chin.

"Right here, no need to pretend I'm not," Spidey said looking at both teenagers as they looked at him blankly. "Well I do have other places to patrol, so I guess I'll see ya," Spider-Man swung off without another word. He wasn't too keen on being compared to the original Spider-Man. He knows he wasn't the original, nor will he ever be. He is okay with that, but he was not gonna sit and be compared to him.

He was glad his best friend, Ganke, didn't do that, he seemed to be the only one who didn't. Spider-Man or not, he was who he was. Spider-Man isn't what made him, but it's what he wanted Spider-Man to be. Ganke was right about the world needing a Spider-Man, not The Spider-Man, but a Spider-Man. He wasn't going to be some knock off the original, but bring his own story to the mantle of Spider-Man. Miles found a nice perch away from the other two heroes. Miles pulled his mask up for a moment revealing his face. A young kid, still in middle school with no facial hair, and a young half black and half Latino face. He sighed as allowed his face some air. He admits for someone with a secret identity his mask tended to come off quite often. He wiped away the sweat on his brow and his pulled his mask back down.

"A new face, but it's still the same old Friendly Neighborhood Spider-Man," he said diving down below into the streets below, to claim his rights to Queens, Brooklyn, and soon New York City.

Peter Parker may be gone, and may he rest in peace. However, the title that is Spider-Man may not rest. It simply cannot be allowed to rest. No matter where you are weather he be Sensational, Spectacular, or Amazing, there will always be a Spider-Man. Whether it be Peter Parker, or Miles Morales.


	2. Bruises Everywhere

_**The All New Ultimate Spider-Man part 1**_

"_**Bruises Everywhere,"**_

"Mr. Morales, please pay attention," called the teacher. The person in question sat up in his seat with tired eyes and a yawn. He wears a black shirt with a red design on the front, regular jeans, and sneakers. The teacher still looked displeased as she watched his body language. She knew well that once she turned back around again, that his head would go right back down, but she knew she had to continue, "Now class, back to the history lesson on the causes of World War I-," Her lesson was cut short as a sharp ringing sounded throughout the entire building. The students instantly came to life as they all shot out of their seats. Miles being the slowest despite his relieved look, his pace was only slightly quickened when he noticed his friend Ganke waiting for him. "Mr. Morales, a word?" the teacher asked. Miles inwardly groaned as Ganke shook his head and stepped out into the hall giving them privacy. "What's going on with you Miles?"

"Nothing," he responded slumping back into his seat.

"I know all kids say that, and 9 out of 10 times it's probably not true, so let's be honest here," she said leaning on her desk with her arms crossed. "You started out here with excellent grades, but if this new attitude keeps up, I'm afraid you may not have a successful Final Exam,"

"I know Ms. Rose, I'm sorry,"

"And what have you been doing that makes you so tired?"

"…Well…just some hanging around,"

"Well I suggest you spend more time sleeping then…whatever you may really be up to. I'd hate to get your parents involved,"

"That makes two of us,"

"Then please, no more sleeping,"

"Yes ma'am," Miles responded as he collected his things again and headed for the door. He stepped out to see Ganke was out waiting for him while leaning on the wall. When they met eye to eye Ganke simply shook his head. "Don't say it,"

"That was the third teacher this week dude," Ganke said.

"I know,"

"And they all practically said the same thing. They're gonna call your folks,"

"I know,"

"Dude, I thought we made a system, why you coming in so late?"

"You'd be surprised how many guys wanna give the new Spidey a run for his money. The original at least discouraged some of these guys from even getting into this line of work. Now, everybody wants to take a crack at it, plus more bosses are starting to spring up too,"

"Oh, and don't forget the mysterious creature that prowls the city at night," Ganke said wiggling his fingers to give a scary effect.

"You buy that, I mean, come on, if there was some, thing out there I would've seen it by now," Miles said uninterested in Ganke's theatrics. "Besides, a lot is going on now, and things are a bit different after that whole super hero battle,"

"Yeah," Ganke mused in thought. "So, you going out again?"

"I don't know…" Miles muttered as he and Ganke entered their shared dorm room. Miles thought as he looked up at his bed. He grabbed the edge of his top bunk then swung himself onto it with ease. He reached under the mattress to pull out his Spider-Man costume. He's hesitant because he hasn't seen Spider-Woman in quite some time, and he's dangerously low of Wed Fluid. He partially blames himself for being so sensitive and just running off. He barley had enough to make it back to his room on time as is. He simply doubted he could go far. He had been working on finding out how the stuff was made on his own, but it was proving to be very difficult. Miles took out his web shooters and looked them over. If he was going he'd better go now before their other roommate shows up.

"Well?" Ganke questioned glancing at the door and seemingly on high alert for anyone who may suddenly enter since Miles had his costume in plain view.

"Ganke, I have Spider-Sense remember?" Miles mentioned to get his friend to calm down. "And, yes, I will be going out,"

"Gonna find that monster lurking about,"

Miles sighed, "Ganke, that thing has been around for like a month now, and apparently every night it comes out downtown, where I portal daily. I haven't seen it, so therefore it doesn't exist,"

"Wanna bet?" Ganke said with arms crossed.

"You stick to reading that junk on the internet, I'll tackle the real world," Miles said as he was already most of the way through with putting on his costume. Miles grabbed his mask then slipped it over his face. "Don't wait up dear," he said opening the window.

"You owe me ten bucks if you find proof!" Ganke called as Spidey dived out the window shooting out a webline then shooting off and out of sight.

In his Spider-Man costume Miles felt completely reborn, just like a brand new person. Spider-Man showed off his dazzling acrobatics as he flung himself through the air and performed a backward somersault. He shot out a webline then jerked himself forward. He needed extra web cartridges, and Spider-Woman wasn't exactly in the phonebook. He only really had once choice, and he didn't like it.

He'd have to raid the Original Spider-Man's equipment…

He didn't like the idea, but he was left with little choice. He didn't know exactly which house was Peter Parker's but he knew it shouldn't be too hard to figure out. Spider-Man shot out another web line as he swung on it upside down and then launched himself forward. He noted that it took him only moments to get back to the sight of the battle when it had originally took him minutes. He felt guilty for not being there sooner. He landed on the roof of one of the suburban houses. He crawled over to the edge of it to observe the houses. Looking around he noticed that clean up hadn't officially been finished quite yet. Spidey sighed.

"I have no idea what I'm doing…" he groaned. He supposed things could be worse, but he couldn't imagine how. Suddenly, he noticed a black SUV drive up in front of the house right next door to the house he's perched on. He instantly retreated back ducking down so not to be spotted. Spidey peeked a bit over to see four rugged looking guys all wearing suits step out the car and approach the house. He noticed their suits were a little bulky in certain areas hinting at weaponry, they all wore shades, and only one of them is bald. They stepped onto the porch and Spider distinctly heard a knock and upon no one answering a forced entry. Spider-Man was no expert on the law, but breaking and entering certainly was a no-no in any country.

But instead of going in there Web Shooters a blazen, he decided to investigate. He quietly snuck over slipping into his camouflage ability as he entered the house after the suits. They seemed to be searching for something, because they were going through everything. Spidey knew they weren't with shield, they were simply too rugged. Spidey stuck to the ceiling that way he wouldn't accidently bump into someone, and he could get a clear view of all of them. He saw the man journey upstairs.

"Why does the boss have us doing this?" asked one of them.

"Ya heard about the big fight that happened here right, fight that killed Spider-Man?" began one of them seemingly the lead suit. "Well, apparently the boss thinks this new Spider guy went through the house and found a way to get his hands on some blood samples or something. Now that things have quieted down a bit, we can search the place in peace,"

"Man, seems like the freaks just keep coming," the man responded.

"Now that the Kingpin is down, the boss seeks to move in while turf still a little shaky,"

"Tombstone just wants a whole bunch of guys on his side, probably why he got people worken on that thinga-ma-bob,"

"_These guys don't seem like they could be any trouble_…" Spider-Man thought to himself. Although their manners left much to be desired, they weren't exactly endangering anyone. And he got the name of their boss all without having to beat it outta them. He felt he didn't really have to be there anymore, that is until his spider-sense went off. He was confused as to why it would since the suits couldn't see him. He wasn't in any danger, but upon pulling himself out of his thoughts and toward the suits he realized his spider-sense was triggered by the suits looking at a red head girl who just stepped in the house. "_Uh oh, that's not good…_,"

"What are you guy's doing here!" the girl yelled. "Get out!"

"Afraid you got the wrong idea girly, we just here to collect a few things," one of them said approaching her. Sensing their ill intent she quickly turned around to run.

"No witnesses," the lead bald man said. One of the suits whipped his gun out, however, a thin string latched onto his hand and tugged hard making the man miss his mark completely.

"Darn it, I was aiming for the gun," Spider-Man said as he landed a solid hammer punch into the gun man's jaw. "Let me try this again," he said as he used both hands to shoot out a webline that actually got the gun this time, but the other attached to another man's arm. His Spider-Sense blared, so he jumped up avoiding a bullet. He yanked the gun out of the other perp's hand as he jabbed his palm forward. The man cried out in a painful convulsion at Spider-Man's mere touch.

"Dang it, kill this Spider wanna be!" called bald man. Spidey groaned at the amount of noise and damage this was causing. Especially, in a fallen hero's home. Having enough of it all Spider-Man unleashed a webbing storm. He was trying to make a real spider web, but it didn't look quite right. The thugs were finding it hard to move, which was the goal. Noticing their failure to move anywhere Spider-man considered his job done. If this was the case, why was his Spider-Sense going off? He got his answer as a flower pot smashed into his back.

"Ow!" Spidey groaned rubbing his back as he turned around. He saw the red headed girl glaring at him harshly. "What was that for?"

"Who do you think you are!" she yelled. Under the mask realization hit Miles as he recognized the girl who was holding Peter when he died. "You have no right to be here, and wearing that! I don't care that it's a different color, It's not yours, you're not Spider-Man!"

"But I-,"

"Leave and don't come back!" she yelled as tears seemed to stream down her face. She couldn't even stand looking at him.

Sighing, Spider-Man walked past the red head who was holding herself, "I thought people would think it was great that he inspired someone," He walked off leaving with those words. He wound off with even less web fluid then before, and a new bruise. He looked to see it was still early, well early night fall anyway. He still had some stem to blow off so he shot out a webline then catapulted himself in the air. He decided to swing over to the Brooklyn bridge. He scaled up the side of the bridge to the very top. He looked out over the city as he took his mask off for a breath of fresh air. Ever since he started doing this, this was the place he went to unwind. Looking over his hometown, and his eyes wandered over to the bigger parts of the city.

His thoughts ventured back to the teenage girl he saved. Though she never voiced her gratefulness, he still felt that she was. He supposed it was just a little much to see someone dressed like your dead boyfriend. He didn't know if Peter had a girlfriend or not, but judging by how the way she reacted to his death. He could tell she really cared about him. Miles stared down at the mask in his hand as he was beginning to think that being Spider-Man was a bit too much. Peter seemed to handle it pretty well, even though half the city hated him at first. Miles raised his eyes to look up at the sky. This new point of view was pretty spectacular, that he could say without a doubt. The sky has never looked so much closer. Suddenly, his Spider-Sense went off. His eyes jolted around looking for danger, but realized again it was not for him, but for those below. Something was charging down the bridge away from the big city and toward the quaint area of Brooklyn. Miles gasped as he slipped his mask on.

"Back to work," Spider-Man leaped off the side as he shot a webline out to swing toward the supposed object. His eyes behind the lenses widened as he noticed it was not person, but some kind of…machine or at least someone with a lot or armor on. It looked kinda like the mechanized Rhino that Iron Man had defeated a while ago. Spider-Man took a long gulp as he wondered how this would work out. "Hey buddy, didn't you see that one way sign, you pasted like half a mile ago," he called landing on the Rhino's head. He gripped the horn then pulled as best could to gain control of it. He was able to actually lead it off path. It slammed into a rock portion of the bride just as Spidey jumped back. He looked to see his handiwork only stopped the beast. He turned around to reveal that instead of a mech, this was indeed a person. A person who has on a very unorthodox suit. He has a rhino head piece with one big horn, and one little horn, a big head, and an even larger than life body. He stood about eight feet. His arms and legs are covered in this grey metal, on his hands he has giant robotical hands that are big enough to crush Spider-Man's head. And the boots he wore look the same except made for feet. "Wow, where'd ya get that…"

"So, you're the kid I'm supposed to rough up huh," he wondered with his hands on his hips. His accent spoke it, he's definitely from a region in Africa.

"Rough up?" Spider-Man questioned. "Are you sure it's not Spider-Woman, I man, it is a common mistake,"

"Alright, kid, let's make this quick. I'm the Rhino, a strong beast, with impenetrable like skin. You cannot harm me,"

"So does whatever I say bounce off you and stick back to me, or does that rule not apply here?"

Rhino charged making Spidey flinch. However, seeing the fist come down towards him was incentive enough for him to perform a back handspring away from the fist. Spider-Man knew the dear ole bridge couldn't take another battle, so he decided to try and lead the Rhino away. Spider-Man vaulted over his shoulder then shot out a webline to swing away. He wondered where he could go that was people free…in one of the most populated cities in the world. Spider-Man pointed his arm out again, however when he clicked the wbeshooter nothing came out. He instantly panicked as he raised his other hand. However, he panicked too long making him fall low enough for Rhino to grab him. Rhino threw Spider-Man into moving cab and bounced onto the concrete. He groaned feeling even more new bruises arise. He got to his feet just as Rhino was charging again his head lowered to impale him. Spider-Man performed corcksrew flip as he landed on Rhino's back as he's charging. He yanked on the big horn as making the brute's head pull up a big as his face came in direct contact with a brick wall.

Rhino rubbed his head as he swatted Spider-Man away as he tried to get his bearings. Spider-Man rolled along the ground then held up his hands to shoot out two twin weblines, but noticed the lack of web. He squeaked out in shock as he continued desperately to try and get some webbing out. He was so distracted he allowed Rhino to grasp his entire head into his grasp. Rhino rushed forward as charged straight into a brick wall and out the other side of the building. Rhino turned to toss him through air, and without any web fluid he had to rely on himself to try and upright himself from the fall. Spider-Man slammed down on his feet as he landed on the hood of a car. He quickly leaped to the side to cling to a building just as the Rhino slammed down on the car turning it into a pancake, but narrowly missing the spider. He turned his head to see Spider-Man lunging at him with a superman punch aimed for the Rhino's face.

Rhino responded by jabbing his horn at the spider. Noticing the sharp object coming at him he jerked his body to the side while placing a hand on his head avoiding the horn. Barley since the second shorter horn scratched him, but it was only a superficial wound as he bounded away from Rhino.

"This is fight is over!" Rhino exclaimed slamming his forearm into Spidey's chest. He went sailing through the air as he went straight through a window into a Chinese restaurant. Rhino smirked as his armor began morphing as he got down on all fours as his helmet came down on his face. Inside Spider-Man pushed tables off of himself, just as suddenly his Spider-Sense buzzed.

"Darn it, can this thing stop buzzing…" he groaned. Spider-Man was in serious pain, but he knew just what to do now. He saw some kind of mechanism on the Rhino's back. No doubt some tight of circuitry. The Rhino charged into the restaurant as he seemingly ran him over. Rhino came out the other side and came to a screeching halt. He looked back to see Spider-Man was nowhere to be found. Suddenly, a powerful shock went through his armor.

"AH!" he screamed as the suit began sparking uncontrollably. Spider-Man suddenly appeared delivering a walloping right hook into the Rhino's face. "W-what did you do!"

"That suit needs power, power from that thing on your back. I pay attention every now and then,"

Rhino growled as he noticed his armor failing to respond, "You won this round brat…but next time, you won't be so lucky," He morphed into a rhino again then rushed off. Spider-Man held his arm as he leaned against a wall.

"Whoa, can't black out yet…ow…" He groaned at the fact of not having web fluid when he really didn't feeling like moving a lot.

* * *

><p>Ganke slowly awakened to his room bathed in sunlight. School was gonna start in a little while. Ganke quickly sat up upon remembering his friend's failure to return back to their dorm room. Ganke glanced over to see Judge still asleep. Ganke quickly but quietly got up to see if Miles was in his bed. To his discomfort he was not, and it looked like it wasn't slept in. Ganke instantly began to panic.<p>

"Students, time to wake up and go to your first class of the day," came a school wide announcement that served as the school alarm. At this Judge groan as he began rising out of his bed.

"Ugh, so glad it's Friday," He groaned. He stretched out his arms as he turned to his roommates, or roommate. He noticed only Ganke was there, and Miles was nowhere in the room.

"Where's Miles?" he asked curious.

"Uh…he's…uh….I don't know?" Ganke questioned himself. He wished that was a lie, but he really did not know where he was. "Maybe he's getting an early start,"

"He wasn't even here when we fell asleep, where does he go, seriously?" Judge asked.

"I don't know," Ganke said shrugging.

"You know him better than I do, so I'm sure you know where he is. We could all get in serious trouble, so at least tell me where he's at so I'm not just a liability,"

"I really don't know where he is, but I'm sure it's nothing, Miles is a big wuss. He wouldn't get in it with anybody,"

Suddenly, the dorm room door opened up to Miles who seemed fine. Miles saw both his roommates were up and awake. He had a bandage on his forehead, and a beaten tired look on his face. He looked at them surprised, and he's still in his pajamas, "Hey guys, what's up?"

"Miles!" Ganke exclaimed but instantly tried to calm down. "I mean, uh, hey morning,"

"Hey, where'd you go?" Judge asked.

"Nurse, trouble sleeping, hit my head," Miles said simply as he slowly climbed up into his bed. Ganke and Jude glanced at each other as Miles laid motionless on his bed.

"Well, mystery solved," Ganke said throwing his arms into the air. Judge looked unsure, but still brushed it off as he got dressed. Since they had no bathroom in there he decided to do that out of the dorm so he left. Ganke. Stared at the door for moment wondering if he was really gone. He opened his mouth to speak.

"He's still there…" Miles muttered cutting him off. His spider sense seemed to be picking on Judge's presence somehow. "Okay, he's gone," Miles said after a few moments.

"WHERE THE HECK WERE YOU!" Ganke exclaimed.

"Ganke, not right now…" Miles muttered rubbing his torso. Ganke noticed a tint of red from under Miles's sleeve of his sleep shirt.

"Dude…are you bleeding?" Ganke asked trying to get closer.

"Listen, Ganke. I have bruised ribs, a near concussion, a wound on my arm, and I am dead tired from having to literally run and jump to get here. Not now..." Ganke looked at his friend a bit worried. He was at first super excited for his friend stepping into his role of being a super hero. However, he overlooked the consequences that came along with it. He forgot that his friend is going into the very same business that killed the first Spider-Man. It was only now that he was actually worried for his friend. He decided to simply tell nurse Miles was not feeling well.

"Feel better dude, I hope it gets easier," Ganke said stepping out of the room.

Miles sighed when he heard the door close. He felt a slight whine of his Spider-Sense, but he was so tired that he didn't even notice. He closed his eyes again to instantly fall asleep. Unaware of the eyes watching him from afar. The being smirked a wicked razor sharp smile as it ran off.


	3. With Great Power

_**The All New Ultimate Spider-Man part 3**_

"_**With Great Power,"**_

Miles awakened again from his exhausted state to the waking world. He noted that he was not alone in the room. He recognized the woman as the school nurse who seemed to be packing up some things in her kit. She was speaking to Ganke and then hearing the tidbit of everything will be fine she walked out. Ganke sighed then turned his attention to Miles and noticed he was awake.

"Oh dude, thank goodness, I thought we would have to call the hospital or something," Ganke said with a sigh of relief.

"What did the nurse tell you?" Miles asked sitting up and rubbing his head.

"She said, that you had a few bruises and that you were just really worn out. Of course I had to cover for you since she started asking what you were up too,"

"What did you tell her?"

"Told her you weren't the most likeable guy back home, a real tough guy that was fresh at the mouth. Got us both in some situations,"

"Well I guess that's fine," Miles said rolling his eyes as he slipped off the top bunk.

"What happened to you last night, I've never seen you so beaten up?"

"Some guy who calls himself the Rhino,"

"Like that thing that Iron Man stopped that one time?"

"…I'm not sure I know what you're talking about, but this guy was definitely a person. He had this crazy armor that made him like invincible and plus my web shooters are empty now,"

"Ya know, if ya give me some time I might be able to replicate that stuff for ya,"

"Seriously?" Miles asked in wonder but then sighed. "If I have any left…"

"You know you missed like a whole day of school right, you have a crazy workload ahead of you this weekend. I doubt they'll let you go home either,"

"That's great…"

"You might be one of the few people still at school,"

"Thanks for reinforcing your point, you're a true pal Ganke,"

"I try,"

"Now then, where is this work I have to do?"

Ganke points toward the desk and Miles' mouth drops to see the loads of paper and bookwork. He sighs running a hand over his head as Ganke pats his shoulder. Since it was already late that afternoon and on a Friday Miles decided that after his beating the night before to take it easy. However, he reconsidered immediately knowing that he probably won't get a chance to again until possibly Sunday with the workload he has now. Since he had no web-shooters he was back to the basics. Wall-Crawling, and jumping to get from point A to point B.

With a hap hazardous patch job, Miles was out and about the city once again. Currently he was scaling the side of a building remembering that it was imperative to not look down. However, he was forced to after hearing a loud blast ring through the air. He looks down to see a building…flooding?

"What the-?" Spider-Man muttered as he landed nimbly in the streets. "What is this did they spring a leak or something?" He walked over to the water standing in the rushing water as it passed. He noticed shining pieces of the water noticing numerous jewels and such from the shop. Spidey was even more confused with his Spider-Sense went off. He felt a blunt object slam into his side and he went flying to bounce off a car and onto the pavement. He groaned as he noted a shadow appear over him. He looked up to see a man entirely made of water holding a car above his head. The man dropped the car down, but Spider-Man was faster as he leaped to avoid it. He slid on his feet then shot back at him with his foot leading. However, he passed through the water man. "What the, what are you?"

"Listen you knock off Spider-Man, this don't concern you so just walk away," he advised.

"Afraid I can't do that, if you're gonna go around causing more water damage. Like this city wants to see anything more than a puddle with that giant wave that flooded the city,"

"Not my problem," he lashed at his arm to create a water whip. Spidey used his agility to avoid it while in an awkward position for anyone except Spider-Man. Spidey struck with a downward chop, however just like his kick it was useless. However, the response was quite effective agasint him. A wave of water slammed into Spidey to send him straight into a wall. "Trust me kid, this aint a problem you want,"

The water whip dragged him through the pavement and flung him into the air. Finally, the water man moved to finish the fight when Spidey held out his hand to unleash a Venom Sting. The electrical based blast had shattered the water man's hand.

"AH!" he cried pulling his arm back. Spidey noticed that the arm didn't come back making him feel quite reserved with using that tactic again. He already knew what happened when he used that ability recklessly…

Spidey's lament was cut off by his spider-sense. He jumped up performing a vertical split over a water blast. "Who are you and how are you doing this?"

The water man reached out with his none melted hand to grab Spider-Man's torso. After uselessly pulling at the water he faced the water man. "Hydro-Man,"

And just like that he threw Spider-Man at least two blocks down the street. Spider-Man bounced off a few cars and finally found a nice cozy spot on the pavement in moving traffic. Spidey was quick to jump up and toward the side of a building to avoid getting ran over. He looked over to see Hydro-man was gone.

"Looks like I'm 0-2…" he groaned scaling the walls of the building. With an obvious sulk he returned to school pretty early all things considered. He planned on calling ahead to his parents tomorrow to let them know that he would either be home quite late or later in the weekend. Knowing how his activities as Spider-Man ruled his evening time he supposed the latter of the two would be better. He returned to his room got dressed for bed and was out like a light.

The next day he did as he said he would. Phoning his parents offering a lame excuse of wanting to get some work finished, so that's why he would see them tomorrow. They accepted it although he thought he heard a little bit of worry in the voice of his mother when he told her the news. She was always worrying about him, a bit overbearing, but none the less he felt loved. Miles went to the library and begrudgingly got down to business of doing his work. There were some advantages of being one of the few people still on campus during the weekends. The staff give you your space and a bit more open to talk to if they hadn't went home themselves. Miles also had a chance to get his costume dried off after the battle with Hydro-Man, he felt a wash wasn't needed.

He began reading and writing down things from y=2, to how Alexander the Great was known as of histories best conquers and largest empire of the time. He was so busy that he was startled by the presence of someone else besides him in the room. He looked up to see a girl with chestnut hair and glasses, skinny girl beginning to develop her curves and chest, and she had a few hairs highlighted with purple. She dressed very conservative with every inch of her covered save her hands, neck, and face. She looked at Miles since she had dropped a book which caught his attention to her presence in the first place.

"Sorry about that," she said quickly as she bent down to pick it up.

"It's okay, I don't mind at all," Miles said smiling at her trying to be friendly. "I had thought everyone had went home,"

"Well here I am," she said with a shy smile of her own. She glanced at the table Miles was working at and smiled. "I see someone is trying to catch up on missed work,"

"That obvious?"

"Yeah it kinda is. You know your friend Ganke isn't quite as active without you around,"

"Really, you know Ganke?"

"We talked once or twice before. He's nice, a little bit out of reality, but nice,"

"What are you doing here on the weekend," Miles asked. She rubbed her arm sadly as she broke eye contact.

"Just…don't really feel like being at home,"

"I see…" Miles muttered sensing some sort of sad back story. However, she seemed to brush that aside as she smiled back at him making Miles back a bit. She walked over to his table and sat next to him still smiling. Miles felt his tongue getting dry and suddenly it just got hotter.

"Well since we're probably the only students here we may as well stick together right?"

"Uh s-sure why not. Uh, I never got your name,"

"It's Carlie, Carlie Cooper, and you?"

"Miles Morales,"

"Nice to meet you Miles," she said glancing at his book and Miles doing the same. Miles noticed that it was a forensic science book. Carlie had noticed that besides the schoolwork in front of Miles she noted a book that pertained to spiders. She made a mental note of the book as they continued their conversation.

Miles was a bit nervous that the conversation lasted so long probably because he'd never really talked to girls in such a manner. Usually a quick conversation here and there, but nothing like this so he was rightfully lost. Plus having to focus on schoolwork was making it harder because he simply couldn't split his focus on the two topics. Carlie however seemed rather comfortable despite Miles' slightly flustered nature. She realized that she was messing him up greatly, but she didn't want to stop.

"Did ya hear what I said?" she asked.

"H-huh, uh,"

"I made a funny joke, and you were supposed to laugh,"

"Oh, uh ahahaha?"

"Wasn't that funny,"

"Was it knock knock joke funny, or someone slipping down the stairs funny,"

"Neither of those are funny things,"

"That was a joke, you were supposed to laugh,"

"Nah, I don't think so," she responded with a smile. Miles frowned at that blunder. He was Spider-Man, Spider-Man is supposed to be the king of one liners. However, it seemed he couldn't tell a good joke to save his life. They were both surprised to see the time simply tick away. Miles realized that the work he needed to do was only half done just like the day so far. However, he decided to void that as it simply wouldn't happen today. He decided to pack it in and hang out with Carlie. He and Carlie went out to grab some food and hung out a little more. Miles then dared ask the magical question on their way back.

"Was this a date?" he asked looking at her.

"No, it was simply two teenagers sharing a meal and enjoying each others' company," she said matter-of-factly.

"Okay, but I'm gonna tell everyone that it was,"

At this she finally laughed a little with a smile, "Okay then,"

She left him after that going back to her room wherever that was. Miles decided that it was getting late, and the sun was beginning to go down. He had mentioned to Carlie that he was possibly going back to his home at the end of the day. Now however he wasn't sure if he should. He ran over to the laundry area and picked up his dried off costume thankful that no one had bothered to check in on the laundry. He admitted it was careless of him to do so, but he lost so much track of time with Carlie. He stuffed it in his backpack then headed back to his room. When he arrived he threw off his jacket, threw his backpack to the side as he fell on top of Ganke's bed. He let out a breath as he closed his eyes then opened them to see his old and very first Spider-Man costume tapping to the top, or more specifically under his bunk. He tore it off then opened the pack to look at it.

"Wow was this is bad taste," he said holding up the mask and looking it over. It was so bad that he had vowed never ever to wear it again. He thought Ganke had gotten rid of it, but he supposed he'd hang onto an $80 purchase too. He took out the mask to look it over and was surprised with how much it did indeed look like Peter Parker's. Well the mask did anyway, the costume wasn't exactly his size. However, lately things have not been going his way Spider-Man wise or Morales wise. He's been missing school work, parents are worried, and bad guys are getting away from him constantly. This whole thing is starting to get to him and to show his aggravation he griped the mask tightly. Suddenly a chill fell over him that he hadn't noticed before. His window was opened and he definitely didn't open it at any time during the day. He was confused by the phenomenon but none the less moved to close it.

Suddenly, a black string he recognized as webbing latched onto his shirt.

Then when with a great heave he was pulled out the window and toward the ground. "Ugh!" he exclaimed as he hit the ground. Someone was attacking him, as Miles Morales! This wasn't good especially if they knew his secret.

"Geeet uuup SSSpider-Man," hissed a low growling voice that seemed to fluctuate between two voices. Miles realized he had the costume mask in his hand. He had no other choice but to slip it on with that being the only thing to cover his face at the time. He was still in his civilian clothes though, but he supposed he could just never wear this outfit again. His black shirt and blue jeans, and sneakers were all common enough that no one could point the finger at him right?

"Who are you?" Miles asked as he stood up to look at his attacker and gasped under the mask in utter terror. It looked like Spider-Man, but dark, twisted, and worst of all…evil. It's eyes were similar to the Spider-Man mask but red, razor sharp teeth, and muscles covering the thing head to toe. It lunged at me without a second thought. Regaining his wits Miles leaped to the side avoiding the lunge barely. It was fast too despite its large size. It charged toward Miles like a beast, but Miles's Spider sense warned him of the claws the beast sported as it swung a open handed strike. Miles managed to leap back avoiding it by only a small margin with his shirt being torn a bit. "Who are you and how do you know me?"

"RAGH!" it growled swinging a fist that sent Miles flying across the school grounds. The attack hurt a lot as Miles went rolling and crashed into the side of the school. Miles groaned as his spider sense went off again. Miles flipped backwards onto the wall dodging the things claws slashing at the area he was at moments ago. Since he could only hold himself up with his hands since his shoes were too thick for him to cling with his feet Miles fell forward with his feet leading and landed right on the monsters head. He kicked off flipping then landing nimbly only to end up on the line of web and yanked forward to be plowed right into the ground. The creature was too heavy and too strong. Miles held the beast's head back with his forearm on it's neck as it tried to chomp his head off. Miles poked the beast's throat with his fingers making it flinch. That simple flinch turned into a gurgling noise as it cried out in horror and pain at Miles's Venom Strike. With it currently indisposed, Miles placed his hands above his head as he placed the bottom of his feet on the creature's chest then flipped him over his head as he landed back on his feet.

Miles could tell this was monster and he knew he had no choice but to deal with it. While it was dazed Miles came in strong delivering a powerful hammer punch that threw the beast's face straight into the concrete. He flipped over the monster wild arm swing that struck at him blindly. Mile then came back down driving his heel straight into the monster's head. Suddenly it's tongue wrapped around Miles's ankle then slung him away. Miles landed on his hands then bounced off the ground just as the monstrously fast creature was following him closely.

It swung it arm downward with tendril lashing out and coming down like a powerful whip. Miles leaped to the side to avoid it, but the gates around the school took a blow. Miles rushed forward knowing that he'd have to end the fight eventually, but was cut off as an uppercut caught him in his chin. Miles went soaring into the air and came back down landing harshly in the middle of the street. Cars swerved to avoid him with some panicking about the happening. Some people would've done the humane thing and check and see if the child was alright. But the creature that followed after him quickly discouraged that.

"Weak…" the creature growled. Suddenly, tendrils from it's chest began to reach out and wrap around Miles. It pulled Miles into it's body. "Feed…"

"N-No, stop, please!" Miles called thrashing about but not being strong enough to get free. He fought with all his might but eventually the creature overtook him and the last thing seen of Miles is his hand as the strange substance the creature was made of began to cover Miles from everywhere. The creature stood for a moment with a look of content. However, it was soon replaced but what seemed to be a stomach ache coming on. It rubbed it's belly as it tried to sooth the pain and then suddenly sparks started flying around it's body as it cried out in pain from what seemed to be it getting electrocuted from the inside. Evident for when it open it's mouth to scream sparks of the attack were visible. Suddenly a web line shot out his chest and Miles emerged…however, he was clearly different.

Miles didn't stop to think though as he realized this thing almost killed him which meant it was clearly dangerous to everyone. He landed against a wall to catch his breath for a moment, but was interrupted by the growling of the beast. Miles simply acted purely on instinct as he released his cling on the wall to kick it in the face with a flying roundhouse. It hit the ground hard, but was still on it's feet. Miles feel towards it as it swung it's fist in an uppercut. Miles shot a webline to the side completely dodging the attack, but being close enough to retaliate. He leaped forward to strike a punch into it's face which seemed highly more responsive now then all the other time he hit it. It actually staggered a bit. Miles shot a line at the beast's feet then leaped up as he did kneeing the creature in it's bottom jaw then yanked to pull him off his feet. As he came back he performed a single knee drop right into the beast's jaw.

Miles hadn't even noticed the pavement crack underneath them. The beast wasn't going to keep taking punishment as it recovered enough to swung a punch into Miles' jaw this time. As if coming alive it started striking Miles faster and stronger then it had the entire fight. It feinted with a right then struck hard with a left. Miles was feeling himself being overwhelmed, but he held on. He ducked under a punch a few times, and often used his smaller stature and superior agility to his advantage. Miles saw his opening. He leaped forward to plant his feet onto the creature's chest then flipped off kicking him in the bottom of his jaw. Miles shot a webline behind the creature then yanked himself forward to hit the creature with fast hook kick across the face. Miles then swept his feet from under him then got under him to launch him into the air. He leaped forward only to shoot two weblines back to yank the black creature forward and into the pavement.

It went rolling uncontrollable until it suddenly got it's feet under it as it looked to see Miles swing toward him. It smirked as if extended it's claws then swung forward planning to impale Miles. However, the boy disappeared when it was moments away from blood being everywhere. The creature was confused greatly as it looked around for a moment. Miles suddenly appeared throwing both of his fist up and launching the creature into the air again. Miles noticed that he must've gotten his second wind or something because suddenly the monstrously fast and strong creature wasn't as tough as he thought. Miles came down to deliver the final blow but it moved out of the way making Miles' fist sink into the pavement with the amount of force behind the attack. He turned only for a tendril to wrap around his waist then he was yanked forward into a fist, and then he felt a feeling of weightlessness. However, it soon return when he felt himself crash through a plated window and began to roll around the ground.

"That dirty…" Miles groaned as he got to his feet. He looked to see the beast had not followed him. He leaped out the broken window then shot a webline to a building to yank himself skyward to latch onto the side of a building and then scan the area. It was gone, as quickly as it came it left. "What…was that?" he questioned. Rubbing his head to deal with the new bruises and…

He paused to look at his hand. It was gloved, but he had never put a costume on. The only thing he had was a mask at the beginning of the fight. He turned his head to look at his reflection in the one way glass of the building he was on. He saw himself in costume…but costume he has never worn before. He noticed that it was a bit more similar to Peter Parkers but still clearly different to his style. Red shin high boots like Peter's, but with clearly defined black web lines on it, and then the rest of the suit was black with red web lines. His torso was just like his own suit, and he has giant red spider on his chest with a pair of the spider legs going to his shoulders and waists. Red gloved hands with black fingers, and his mask was the same has his other one except the lenses were much more narrowed instead of the big wide ones he's used to.

"Oh my god…" he gasped looking the suit over. "This…I don't know where this came from…did that thing do this to me?" he wondered as he stared himself up and down. However, one thing was for certain, he felt different. The difference was bad either…it was very relieving almost freeing. He flexed his fingers then looked around wondering what this difference meant. He pushed off the building knowing full well he could web swing without web shooters. However, he still made the action happen on reflex, but whose reflex exactly…whatever the case a webline did come out. "Whoa, but I don't have webshooters one!" he exclaimed.

The excitement built when he dived downward then launched himself skyward. He hadn't had a lot of practice with web swinging, but he knew full well that not even Peter Parker could swing like this. "HAHAAAA!" Miles yelled in glee feeling himself almost flying with the way he was launched into the air. He shot out another webline to wing another direction, and it all felt so natural. It was barely a chore no concentration at all. He pertained perfect balance despite the vertigo. He landed on the side of a high building realizing how high he had actually launched himself, and surprising himself with how he did it. Miles looked at his hand again with a big smile under his mask. This power was unlike anything he had felt despite only testing out his powers in the last few months or so.

"Now, I'm the Ultimate Spider-Man," he muttered.


End file.
